Fastenal AGM: Directors Elected, Pay Plans Approved, EEO-1 Disclosure Proposal Rejected Amid CEO Transition

Key Points

• Shareholders re-elected the full board and approved ratification of PricewaterhouseCoopers, advisory executive compensation, and employee and non-employee RSU/stock plans, while a shareholder proposal requesting publication of a consolidated EEO-1 disclosure was rejected.
• Fastenal reported roughly $8.2 billion in total sales for 2025 (U.S. ~83% of sales), with operating income of $1.6 billion, an operating margin near 20%, and management reiterating long-term goals of $10 billion and ultimately $15 billion in sales.
• CEO Daniel L. Florness, who led the company’s shift toward data-informed supply‑chain services, will undergo a planned leadership transition later this year, and management emphasized that vending and eCommerce now represent about 62% of revenue (vending ~46–47%).

Fastenal NASDAQ: FAST shareholders elected directors, approved several compensation-related plans, and rejected a shareholder proposal tied to workforce demographic reporting at the company’s 2026 annual meeting, where executives also reviewed 2025 performance and discussed a planned leadership transition.

Voting results and proposals

John Milek, Fastenal’s vice president and general counsel, said the record date for voting was Feb. 23, 2026, with 1,148,328,513 shares outstanding and entitled to vote. A quorum was present, Milek reported.

Shareholders voted on five management proposals and one shareholder proposal. Chair of the Board Scott A. Satterlee later announced the results, stating that the following director nominees “have received the required number of votes and are hereby elected directors”:

• Scott A. Satterlee
• Michael J. Ancius
• Stephen L. Eastman
• Brady D. Ericson
• Daniel L. Florness
• Rita J. Heise
• Hseng-Hung Sam Hsu
• Daniel L. Johnson
• Sarah N. Nielsen
• Irene A. Quarshie
• Reyne K. Wisecup

Satterlee also said shareholders adopted resolutions to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026, approve executive compensation on an advisory basis, approve the Fastenal Company Employee Restricted Stock Unit Plan, and approve the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan.

The shareholder proposal related to an EEO-1 report disclosure policy “has not received the required number of votes and has not been approved,” Satterlee said.

Shareholder proposal sought EEO-1 disclosure

The shareholder proposal was submitted by New York City Comptroller Brad Lander on behalf of several New York City pension funds. Andrew Elcock, a senior investment analyst for the New York City Comptroller’s Office, presented the proposal and said the funds were “substantial long-term shareholders with roughly 1 million shares of the company, worth approximately $47 million.”

Elcock said Proposal Six asked the board to adopt a policy requiring Fastenal to disclose a consolidated EEO-1 report on its website, describing it as “a comprehensive breakdown of its workforce by race, ethnicity, and gender that the company is required to submit annually to the EEOC.” Elcock argued that without “robust and comparable disclosure of its workforce demographics,” shareholders cannot benchmark the company’s diversity performance. Milek told shareholders the board made no recommendation on the proposal.

Watts highlights 2025 results and long-term targets

President and Chief Sales Officer Jeffery M. Watts said Fastenal delivered “approximately $8.2 billion in total sales” in 2025 amid “uneven industrial demand, continued tariff pressures, and customers who are understandably cautious.” Watts cited purchasing managers’ index data, saying the PMI “had spent 36 of the previous 38 months below 50,” indicating contraction.

Watts broke out revenue by geography, saying the United States accounted for $6.8 billion, “roughly 83% of company sales,” and grew revenue “over 9%.” Canada and Mexico generated $1.1 billion, “about 14% of sales,” while other global markets, including Europe and Asia, were about $250 million, “or 3% of total revenues,” he said.

Watts also described customer-spend tiers, noting “just over 19,000 customer sites” spending more than $5,000 per month that collectively generated about $7.3 billion, up 11% year over year. Within that group, he said nearly 2,700 sites spent more than $50,000 per month, contributing $4.3 billion, with the number of those sites up 12% and revenue in that tier up more than 15%.

On product mix, Watts said nearly 40% of 2025 sales were direct materials and 60% were indirect materials, adding that manufacturing customers represent about 76% of sales. He outlined longer-term milestones, citing annual sales of $3.8 billion in 2015, $5.6 billion in 2020, and $8.2 billion in 2025—about 8% annual growth over a decade. Watts said Fastenal’s aspiration is to reach $10 billion and eventually $15 billion in sales, while also noting operating income reached $1.6 billion in 2025, operating margin held around 20%, and return on invested capital rose to 31%.

Watts said the company paid “over $1 billion in dividends” in 2025, about 80% of net income, and that over the past five years Fastenal generated $5.6 billion in net income and returned more than $4.5 billion through dividends and repurchases.

Florness discusses execution, vending growth, and tariffs

CEO Daniel L. Florness, appearing at what Watts described as his last annual meeting as CEO ahead of a planned transition later in the year, discussed Fastenal’s growth over decades and emphasized the company’s district-based structure. He cited a 2019 discussion with a district manager as influential in reinforcing Fastenal’s shift toward being “a supply chain partner” rather than “merely a purveyor of goods.”

In a Q&A, Florness said Fastenal’s market capitalization grew from about $11 billion in fall 2015 to “just over $50 billion today,” and that the stock had been “almost up five-fold” and was “a little over four-fold” over the decade, noting it was “off a little bit in the last week.”

Asked about vending machines, Florness said that a decade ago, about 24% of revenue flowed through vending and eCommerce combined—roughly “18% and 6%.” He said that figure is now about 62%, with vending representing about 46% to 47% of sales. Florness said vending and related systems such as RFID help customers by putting “a gas gauge on that supply of inventory” inside facilities, improving replenishment efficiency and potentially lowering on-site inventory needs.

On tariffs, Florness said Fastenal studies new announcements quickly and communicates impacts to customers to “create optionality.” He said the company frames the issue as supply chains becoming more expensive and works with customers on options such as modifying sources of supply or product selection. Watts added that Florness “did a good job” in addressing the question.

Board recognizes Florness’ tenure and leadership transition

Satterlee credited Florness, who joined Fastenal in 1996 and became CEO in 2016, with embracing the company’s culture and helping shift Fastenal “from a transactional distributor to a data-informed supply chain partner.” Satterlee also cited milestones including doubling revenue and reaching market capitalization beyond $50 billion, and said areas such as eCommerce, international business, and vending surpassed $1 billion in revenue during Florness’ leadership period.

The meeting concluded with the announcement of voting outcomes and an adjournment.

About Fastenal NASDAQ: FAST

Fastenal NASDAQ: FAST is a wholesale distributor of industrial and construction supplies, best known for its broad assortment of fasteners such as bolts, nuts, screws and anchors. Founded in Winona, Minnesota, Fastenal has grown from a regional supplier into a national and international distributor serving a wide range of end markets, including manufacturing, construction, maintenance, repair and operations (MRO), and government customers. The company is publicly traded and operates through a network of locally staffed branches combined with national distribution capabilities.

Product offerings extend beyond fasteners to include tools, safety and personal protective equipment, power transmission components, cutting and welding supplies, janitorial and material handling items, and other industrial consumables.

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